20
and the Davis liability verdict were harmful to NFL teams, and
could be particularly harmful to the Bengals.
By early 1981, the Browns and Sawyer had been business
partners in the Bengals and friends for about 15 years. However,
they were not related and had never made any significant gifts to
each other. The 1983 agreements were negotiated at arm's length
between Sawyer on one side and Paul and Mike Brown on the other.
During the negotiations between Sawyer and the Browns, Mike
Brown gave Sawyer a projection of Bengals stock dividends for the
8 fiscal years 1984 to 1991 (1983 to 1990 seasons). He projected
that Paul Brown's 117 shares and Sawyer's 213 shares (total of
330 shares) would pay dividends totaling $19,935,400 in fiscal
years 1983-91 (1982-90 seasons). Sawyer added 2 years to the
schedules by assuming that projected dividends for fiscal year
1991 would be repeated in fiscal years 1992 and 1993. Using that
assumption, total dividends for fiscal years 1984 to 1993 (1983
to 1992 seasons) for the 330 shares of stock would be
$25,004,200.2
2. 1983 Stock Purchase Agreement
On March 1, 1983, Sawyer agreed to buy 117 shares of Bengals
stock from Paul Brown.3 Sawyer executed a promissory note
2 Dividends actually paid for 330 shares of Bengals stock
from March 1, 1983, to February 28, 1993, totaled $37,592,909.08.
3 John Sawyer, Paul Brown, and Mike Brown executed a series
of documents, which are dated "March 1, 1983" or "as of March 1,
(continued...)
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